Business Organizations Code § 21.361

Sec. 21.361. CUMULATIVE VOTING IN ELECTION OF DIRECTORS. (a) At each election of directors of the corporation, each shareholder entitled to vote at the election is entitled to: (1) vote the number of shares owned by the shareholder for as many candidates as there are directors to be elected and for whose election the shareholder is entitled to vote; or (2) if expressly authorized by a corporation's certificate of formation in general or with respect to a specified class or series of shares or group of classes or series of shares and subject to Subsections (b) and (c), cumulate votes by: (A) giving one candidate as many votes as the total of the number of the directors to be elected multiplied by the shareholder's shares; or (B) distributing the votes among one or more candidates using the same principle. (b) Cumulative voting permitted by the certificate of formation is permitted only in an election of directors in which a shareholder who intends to cumulate votes has given written notice of that intention to the secretary of the corporation on or before the day preceding the date of the election at which the shareholder intends to cumulate votes. (c) All shareholders entitled to vote cumulatively may cumulate their votes if a shareholder gives the notice required by Subsection (b). Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by: Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 35, eff. September 1, 2009.